UAE Offshore  Jurisdiction

An offshore company can be set up in Dubai within Jebel Ali Free Zone (Jafza) under Jafza Offshore Companies Regulations, 2003.

An offshore company must be registered through approved Registered Agent. The office address of the Registered Agent is the registered office of the Company.

Minimum number of shareholder required- one (1). Minimum number of Directors-2 (two). Secretary required-1(one). Director can also be a Secretary. Directors or Secretary must be natural persons. No minimum capital is prescribed.

All shares must be fully paid when allotted. A company may not create different classes of shares. Bearer shares cannot be issued. Presently, joint shareholding is not allowed.

Shareholders need to visit Jafza and sign the incorporation documents in the presence of Jafza-alternatively a power of attorney, notarized and legalized by UAE Embassy, can be issued to a nominated person who can then sign before Jafza.

 The Registrar may refuse to register an offshore company for such reason, as he believes to be proper grounds for refusing such registration. Where the Registrar refuses to grant his consent for the registration of an offshore company he shall not be bound to provide any reason for its refusal and his decision shall not be subject to appeal or review in any court. Where the Registrar grants his consent to the registration of an offshore company he shall register the offshore company's articles delivered to him.

No offshore company, which is incorporated under these Regulations, shall:

- Carry on business with persons resident in the United Arab Emirates ;
- Own an interest in real property situate in the United Arab Emirates ;
- Carry on banking business;
- Carry on business as an insurance or re-insurance company, insurance agent or insurance    broker; or
- Carry on any other business which may, by regulations made by the Authority, be prohibited by    the authority

A director of an offshore company who has, directly or indirectly, an interest in a transaction entered into or proposed to be entered into by the offshore company or by a subsidiary of the offshore company which to a material extent conflicts or may conflict with the interests of the offshore company and of which he is aware, shall disclose to the offshore company the nature and extent of his interest. This could be done for each transaction or by way of general notice of disclosure of interest

Every offshore company shall in each year hold a general meeting in addition to any other meetings in that year but so long as an offshore company holds its first general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.

Not more than 18 months shall elapse between the date of one general meeting and the date of the next.

Any meeting of the offshore company (other than an adjourned meeting) may be called by 14 days' notice in writing.

If a meeting is called by shorter notice, it is deemed to have been duly called if it so agreed by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving a right to attend and vote at the meeting.

Anything that may be done by a Resolution (but excluding a Resolution removing an auditor) passed at a meeting of an offshore company may, subject to the articles, be done by a Resolution in writing signed by or on behalf of each member who, at the date when the Resolution is deemed to be passed, would be entitled to vote on the Resolution if it were proposed at a meeting.

A Resolution in writing may consist of several instruments in the same form each signed by or on behalf of one or more members, and shall be deemed to be passed when the instrument, or the last of several instruments, is last signed or on such later date as is specified in the Resolution.

Every company shall cause minutes of all proceedings at general meetings, meetings of its directors and of committees of directors to be entered in books kept for that purpose, and the names of the directors present at each such meeting shall be recorded in the minutes.

Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings took place, or by the chairman of the next succeeding meeting, is evidence of the proceedings.

An offshore company's accounting records shall be kept at such place as the directors think fit and shall at all times be open to inspection by the offshore company's directors and the secretary.

Accounting records shall be preserved by it for 10 years from the date on which they are made.

The directors of every company shall prepare accounts for a period of not more than 18 months beginning on the date the offshore company was incorporated or, if the offshore company has previously prepared a profit and loss account, beginning at the end of the period covered by the most recent account.

The accounts shall be prepared in accordance with generally accepted accounting principles approved by the Registrar and show a true and fair view of the profit or loss of the offshore company for the period and of the state of the offshore company's affairs at the end of the period and comply with any other requirements of these Regulations.

An offshore company's accounts shall be approved by the directors and signed on their behalf by one of them.

Within 6 months after the end of the financial period, the accounts for that period shall be

- Prepared and examined and reported upon by auditors; and
- Laid before a general meeting together with a copy of the auditors' report.

Any member of an offshore company who has not previously been furnished with a copy of the offshore company's latest accounts is entitled, on written request made by him to the offshore company and without charge, to be furnished with a copy of those accounts together, where the accounts have been audited, with a copy of the auditors' report.

If default is made in complying with such a request within seven days after its making, the offshore company and every officer of it who is in default commits an offence.

An offshore company shall appoint auditors who shall examine and report in accordance with these Regulations upon the accounts prepared by the offshore company.

An offshore company shall at each general meeting appoint auditors to hold office from the conclusion of that meeting to the conclusion of the next general meeting.

The directors or (failing the directors) the offshore company in general meeting may, at any time before the first general meeting, appoint auditors who shall hold office to the conclusion of that meeting.

The directors or the offshore company in general meeting may fill any casual vacancy in the office of auditors and fix their remuneration.

An offshore company's auditors shall make a report to the offshore company's members on the accounts examined by them. The auditors' report shall state whether in their opinion the accounts have been properly prepared in accordance with these Regulations and in particular whether a true and fair view is given.